[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) The company reported a $5.8 million net loss for the six months ended June 30, 2021, primarily due to warrant liability fair value changes and administrative expenses, with $977.5 million in its Trust Account and a subsequent merger agreement with Aurora Innovation, Inc [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $501,493 | $0 | | Investment held in Trust Account | $977,543,775 | $0 | | **Total Assets** | **$979,369,873** | **$62,863** | | **Liabilities & Equity** | | | | Derivative warrant liabilities | $38,914,670 | $0 | | Deferred underwriting commissions | $34,212,500 | $0 | | Total liabilities | $73,994,236 | $56,483 | | Class A ordinary shares subject to possible redemption | $900,375,630 | $0 | | Total shareholders' equity | $5,000,007 | $6,380 | [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) Statement of Operations Highlights (Unaudited) | Item | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | General and administrative expenses | $799,535 | $1,008,041 | | Loss from operations | $(799,535) | $(1,008,041) | | Change in fair value of derivative warrant liabilities | $(2,841,130) | $(3,753,970) | | Financing costs - derivative warrant liabilities | $0 | $(1,111,480) | | Unrealized gain on investments held in Trust Account | $34,940 | $43,775 | | **Net loss** | **$(3,605,725)** | **$(5,829,716)** | [Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Equity) - Total shareholders' equity increased from **$6,380** at December 31, 2020, to approximately **$5.0 million** at June 30, 2021, primarily due to IPO and private warrant sales, offset by offering costs, shares subject to redemption, and net loss[13](index=13&type=chunk) [Unaudited Condensed Consolidated Statement of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) Cash Flow Summary for the Six Months Ended June 30, 2021 (Unaudited) | Cash Flow Category | Amount | | :--- | :--- | | Net cash used in operating activities | $(1,747,231) | | Net cash used in investing activities | $(977,500,000) | | Net cash provided by financing activities | $979,748,724 | | **Net increase in cash** | **$501,493** | - Financing activities were driven by gross proceeds of **$977.5 million** from the IPO and **$22.25 million** from the private placement, offset by **$19.7 million** in offering costs paid[16](index=16&type=chunk) - Investing activities consisted entirely of depositing **$977.5 million** into the Trust Account[16](index=16&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) - The company, a blank check company, consummated its Initial Public Offering (IPO) on March 18, 2021, raising gross proceeds of **$977.5 million**[18](index=18&type=chunk)[20](index=20&type=chunk) - Concurrently with the IPO, the company sold **8,900,000** private placement warrants to its sponsor for approximately **$22.3 million** in gross proceeds[21](index=21&type=chunk) - On July 14, 2021, the company entered into a definitive merger agreement with Aurora Innovation, Inc., a transaction valued at a pre-transaction equity value of **$11.0 billion** for Aurora[101](index=101&type=chunk)[102](index=102&type=chunk) - The company accounts for its public and private warrants as derivative liabilities, which are remeasured to fair value at each reporting period, with changes recognized in the statement of operations[49](index=49&type=chunk)[94](index=94&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, March 2021 IPO, and subsequent merger agreement with Aurora Innovation, attributing the $5.8 million net loss to non-cash warrant liability changes, financing costs, and administrative expenses, with sufficient liquidity for operations - The company, a blank check company, completed its IPO of **97,750,000 units** at **$10.00 per unit** on March 18, 2021, generating **$977.5 million** in gross proceeds[111](index=111&type=chunk)[112](index=112&type=chunk) - On July 14, 2021, the company entered into a merger agreement with Aurora Innovation, Inc., which includes a **$1 billion PIPE investment**[117](index=117&type=chunk)[121](index=121&type=chunk) Results of Operations Summary | Period | Net Loss | Key Drivers | | :--- | :--- | :--- | | **Three months ended June 30, 2021** | ~$3.6 million | $2.8M change in warrant liability fair value, $0.8M G&A costs | | **Six months ended June 30, 2021** | ~$5.8 million | $3.8M change in warrant liability fair value, $1.1M financing costs, $1.0M G&A costs | - As of June 30, 2021, the company had approximately **$501,000** in its operating bank account and working capital of approximately **$977,000**[127](index=127&type=chunk) - A critical accounting policy is the classification of public and private warrants as derivative liabilities, which are remeasured to fair value each reporting period, impacting the statement of operations[135](index=135&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company states it is not subject to any material market or interest rate risk, as funds in the Trust Account are invested in short-term U.S. government treasury bills or money market funds - The company's funds held in the Trust Account are invested in U.S. government treasury bills with maturities of **185 days or less** or in money market funds investing in U.S. Treasuries[147](index=147&type=chunk) - Due to the short-term nature of these investments, management believes there is no material exposure to interest rate risk[147](index=147&type=chunk) [Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that as of June 30, 2021, the company's disclosure controls and procedures were not effective due to a material weakness in internal control over financial reporting related to warrant accounting classification, with remediation efforts underway - Management concluded that disclosure controls and procedures were **not effective** as of June 30, 2021[149](index=149&type=chunk) - The ineffectiveness is due to a material weakness related to the classification of public and private warrants as derivative liabilities rather than equity components[149](index=149&type=chunk) - Remediation efforts have begun, including implementing new procedures for complex transactions and establishing additional monitoring controls, aiming to remediate the weakness during fiscal 2021[151](index=151&type=chunk) [PART II. OTHER INFORMATION](index=28&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=28&type=section&id=Item%201.%20Legal%20Proceedings) On August 6, 2021, the company's counsel received a demand letter from a purported shareholder alleging that the Registration Statement for the proposed transaction with Aurora Innovation, Inc. omits material information and seeks corrective disclosures - On August 6, 2021, a purported shareholder sent a demand letter alleging that the Registration Statement for the proposed Aurora merger omits material information[153](index=153&type=chunk) - The demand letter requests that the company issue corrective disclosures in an amendment or supplement to the Registration Statement[153](index=153&type=chunk) [Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors) The company highlights a key risk related to its warrant accounting, reclassified as derivative liabilities requiring fair value remeasurement, which can cause significant non-cash gains or losses and financial result fluctuations - A significant risk is that the company's warrants are accounted for as liabilities, and changes in their fair value could materially affect financial results[155](index=155&type=chunk) - This accounting treatment resulted from an SEC Staff Statement issued on April 12, 2021, which prompted a reevaluation of the warrants' classification[155](index=155&type=chunk) - The recurring fair value measurement of these derivative liabilities will likely cause quarterly fluctuations in the statement of operations, potentially impacting the market price of the company's securities[156](index=156&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=28&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) The company details unregistered sales of Founder Shares and Private Placement Warrants, confirming $977.5 million from its IPO was placed into the Trust Account as planned - Unregistered sales include **24,437,500 Class B ordinary shares** (Founder Shares) issued to the Sponsor and directors, and **8,900,000 Private Placement Warrants** sold to the Sponsor for approximately **$22.3 million**[158](index=158&type=chunk)[159](index=159&type=chunk) - The company generated gross proceeds of **$977.5 million** from its IPO of **97,750,000 units**[160](index=160&type=chunk) - After deducting underwriting discounts and offering expenses, **$977.5 million** of the net proceeds from the IPO and Private Placement was placed in the Trust Account[161](index=161&type=chunk) [Defaults Upon Senior Securities](index=29&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[162](index=162&type=chunk) [Mine Safety Disclosures](index=29&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[162](index=162&type=chunk) [Other Information](index=29&type=section&id=Item%205.%20Other%20Information) The company reported no other information for the period - None[162](index=162&type=chunk) [Exhibits](index=29&type=section&id=Item%206.%20Exhibits) The report lists key exhibits filed, including the Merger Agreement with Aurora, the Warrant Agreement, and officer certifications - Key exhibits filed with the report include the Merger Agreement with Aurora, the Warrant Agreement, and officer certifications[163](index=163&type=chunk)